Common use of Right of Set-Off; Adjustments Clause in Contracts

Right of Set-Off; Adjustments. Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03, each Lender and each of its Affiliates shall hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such an Affiliate to or for the credit or the account of the Company against any and all of the obligations of the Company now or hereafter existing under this Agreement and any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company after any such set-off and application made by such Lender; provided, however that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Guarantor or any Borrower against any and all of the obligations of the Company Guarantor or such Borrower, as the case may be, now or hereafter existing under this Agreement and any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Guarantor or relevant Borrower, as the case may be, after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender and the Issuing Bank (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company any Applicable Borrower against any and all of the obligations Obligations of the Company such Borrower now or hereafter existing under this Agreement and Agreement, any other Loan Document and the Note of such Borrower held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or Agreement, any other Loan Document or such Notes and although such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Company Applicable Borrower, the Agent after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 12.03(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations Obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 SECTION 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company any Applicable Borrower against any and all of the obligations Obligations of the Company such Borrower now or hereafter existing under this Agreement and Agreement, any other Loan Document and the Note of such Borrower held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or Agreement, any other Loan Document or such Notes and although such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Company Applicable Borrower, the Global Agent and the Applicable Facility Agent after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 13.03(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender Lender, each Bank Guarantee Issuer and the Issuing Bank (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company any Applicable Borrower against any and all of the obligations Obligations of the Company such Borrower now or hereafter existing under this Agreement and Agreement, any other Loan Document and the Note of such Borrower held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or Agreement, any other Loan Document or such Notes and although such obligations Obligations may be unmatured. Each Lender agrees promptly to notify the Company Applicable Borrower, the Global Agent and the Applicable Facility Agent after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 SECTION 13.03(a) are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect -------- ------- the validity of such set-off and application. The rights of each Lender under this Section 10.03 13.3 are in addition to other rights and remedies ------------ (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during ----------------------------- the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrowers against any and all of the obligations of the Company Borrowers now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although the payment of such obligations may be unmaturednot have been accelerated. Each Lender agrees promptly to notify the Company Borrowers after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the -------- ------- validity of such set-off and application. The rights of each Lender under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 SECTION 11.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice subject to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise terms of the rights set forth in this Section 10.03Intercreditor Agreement, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrowers against any and all of the obligations of the Company Borrowers now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although the payment of such obligations may be unmaturednot have been accelerated. Each Lender agrees promptly to notify the Company Borrowers after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmaturedunmatured or otherwise fully-secured. Each Lender agrees promptly to notify the Company Borrower in writing after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall Affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its Affiliates) to or for the credit or the account of the Company any Borrower or any Guarantor against any and all of the obligations of the Company any Borrower or any Guarantor now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any such Note or such other Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company applicable Borrower or Guarantor after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall Affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its Affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note or Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations Obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 SECTION 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and ----------------------------- during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default Default, and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing upon the exercise by the Agent of the rights set forth remedy provided for in this Section 10.0310.2(a), each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; provided, however that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Guarantor or any Borrower against any and all of the obligations of the Company Guarantor or such Borrower, as the case may be, now or hereafter existing under this Agreement and any other Loan Document the Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Guarantor or relevant Borrower, as the case may be, after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to Default, the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such the Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower or Pan Am against any and all of the obligations of the Company Borrower or Pan Am now or hereafter existing under this Agreement and any other Loan Document the Note held by such the Lender, irrespective of whether or not such the Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each The Lender agrees promptly to notify the Company Borrower or Pan Am, as the case may be, after any such set-off and application made by such the Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each the Lender under this Section 10.03 SECTION 11.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such the Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 SECTION 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrowers against any and all of the obligations of the Company Borrowers now or hereafter existing under this Agreement and any other Loan Document the Note held 86 by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although the payment of such obligations may be unmaturednot have been accelerated. Each Lender agrees promptly to notify the Company Borrowers after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Parent or the Borrower (other than any such deposits being held in trust for the benefit of any non-Credit Party third parties) against any and all of the obligations of the Company Parent or the Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower and the Agent after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default Default, and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing upon the exercise by Agent of the rights set forth remedy provided for in this Section 10.039.2, each Lender (and each of its Affiliates shall Affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its Affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; provided, however that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during ----------------------------- the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the -------- ------- validity of such set-off and application. The rights of each Lender under this Section 10.03 11.3 are in addition to other rights and remedies (including, without ------------ limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall Affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its Affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and Credit Agreement, under the Notes, under any other Loan Credit Document held by such Lenderor otherwise, irrespective of whether or not such Lender shall have made any demand under this Agreement hereunder or any other Loan Document thereunder and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; provided, however -------- however, that the failure to give such notice shall not affect the validity of ------- such set-off and application. The rights of each Lender under this Section 10.03 12.2 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Parent or the Borrower (other than any such deposits being held in trust for the benefit of any non-Credit Party third parties) against any and all of the obligations of the Company Parent or the Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Parent or the Borrower against any and all of the obligations of the Company Parent or the Borrower now or hereafter existing under this Agreement and any other Loan Document the Revolving Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Revolving Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Parent or the Borrower, as the case may be, after any such set-off and application made by such Lender; provided, however however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 13.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 SECTION 12.3 are in addition to other 87 94 rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at 84 any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 SECTION 11.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; providedPROVIDED, however HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.03 SECTION 12.3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.

Right of Set-Off; Adjustments. (a) Upon the occurrence and ----------------------------- during the continuance of any Event of Default and following notice to the Lenders from the Administrative Agent or the Required Lenders authorizing the exercise of the rights set forth in this Section 10.03Default, each Lender (and each of its Affiliates shall Affiliates) is hereby be authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or such an Affiliate any of its Affiliates) to or for the credit or the account of the Company Borrower against any and all of the obligations of the Company Borrower now or hereafter existing under this Agreement and any other Loan Document the Note or Notes held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document such Note or Notes and although such obligations may be unmatured. Each Lender agrees promptly to notify the Company Borrower after any such set-off and application made by such Lender; provided, however -------- however, that the failure to give such notice shall not affect the validity of ------- such set-off and application. The rights of each Lender under this Section 10.03 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender or any of its Affiliates may have.